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Registration Statement No. 333-_______
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
UICI
(Exact name of registrant as specified in its charter)
DELAWARE 75-2044750
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
4001 MCEWEN DRIVE
SUITE 200
DALLAS, TEXAS 75244
(Address of principal executive offices) (Zip Code)
UICI AGENTS' TOTAL OWNERSHIP PLAN
AND UICI AGENCY MATCHING TOTAL OWNERSHIP PLAN
UICI AGENTS' TOTAL OWNERSHIP PLAN II
AND UICI AGENCY MATCHING TOTAL OWNERSHIP PLAN II
UICI AGENTS' CONTRIBUTION TO EQUITY PLAN
AND UICI MATCHING AGENCY CONTRIBUTION PLAN
UICI AGENTS' CONTRIBUTION TO ACCOUNT PLAN
AND UICI MATCHING COMPANY CONTRIBUTION PLAN
UICI AGENTS' CONTRIBUTION TO ACCOUNT PLAN II
AND UICI MATCHING CONTRIBUTION PLAN II
(Full title of the Plan)
Glenn W. Reed, Esq.
Executive Vice President and General Counsel
UICI
4001 McEwen Drive, Suite 200
Dallas, Texas 75244
(972) 392-6700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy of all communications to:
Robert J. Joseph, Esq.
Gardner, Carton & Douglas
321 North Clark Street
Chicago, Illinois 60610
(312) 644-3000
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate
To be To be Price Offering Amount of
Registered Registered (1) (3) Per Share (2) Price Registration Fee
-------------------------- -------------------- ------------------- ------------------ --------------------
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Common Stock, $0.01 par
value 3,800,000 Shares $6.875 $26,125,000.00 $6,897.00
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(1) In addition, pursuant to Rule 416(c) promulgated under the Securities
Act of 1933, this registration statement also covers an indeterminate
amount of additional securities in order to adjust the number of
securities reserved for issuance pursuant to the Plan as a result of a
stock split, stock dividend or similar transaction affecting the common
stock.
(2) Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(h), on the basis of the average of the high and
low sales prices of UICI Common Stock on August 24, 2000.
(3) Includes 532,222 shares to be registered pursuant to UICI Agents'
Total Ownership Plan and UICI Agency Matching Total Ownership Plan;
1,475,042 shares to be registered pursuant to UICI Agents' Total
Ownership Plan II and UICI Agency Matching Total Ownership Plan II;
1,120,944 shares to be registered pursuant to UICI Agents' Contribution
to Equity Plan and UICI Matching Agency Contribution Plan; and 305,632
shares to be registered pursuant to UICI Agents' Contribution to
Account Plan and UICI Matching Company Contribution Plan; and 366,160
shares to be registered pursuant UICI Agents' Contribution to Account
Plan II and UICI Matching Company Contribution Plan II.
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PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated herein by reference and made a part hereof:
(a) Annual report on Form 10-K for the fiscal year ended December 31,
1999;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000;
(c) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2000;
(d) The Registrant's Current Reports on Form 8-K filed with the Securities
and Exchange Commission on February 14, 2000, February 28, 2000, March
7, 2000, March 23, 2000, April 19, 2000, July 6, 2000 and August 2,
2000 and
(e) Form 8-A for registration of certain classes of securities pursuant to
Section 12(b) or (g) of the Securities Exchange Act of 1934 as filed
on April 22, 1999, which contains a description of the Registrant's
Common Stock, $0.01 par value.
In addition, each document filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended after the
date hereof, and prior to the termination of the offering shall be deemed to be
incorporated by reference herein and to be part hereof from the date of filing
of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
The consolidated financial statements and schedules of UICI appearing in
UICI's Annual Report (Form 10-K) for the year ended December 31, 1999, have been
audited by Ernst & Young LLP, independent auditors, as set forth in their report
thereon included therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
report given on the authority of such firm as experts in accounting and
auditing.
The legality of the shares of the common stock of UICI to be issued in
connection with the UICI Plans IS being passed upon for UICI by Glenn W. Reed,
Executive Vice President and General Counsel of UICI. At June 30, 2000, Mr. Reed
was the beneficial owner of 33,929.42 shares of UICI common stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of Delaware authorizes
indemnification of directors, officers and employees of Delaware corporations.
Article VIII of the registrant's by-laws (i) authorizes the indemnification of
directors and officers (the "Indemnitees") under specified circumstances to the
fullest extent authorized by the General Corporation Law of Delaware, (ii)
provides for the advancement
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of expenses to the Indemnitees for defending any proceedings related to the
specified circumstances, (iii) gives the Indemnitees the right to bring suit
against the registrant to enforce the foregoing rights to indemnification and
advancement of expenses, and (iv) authorizes the registrant to maintain certain
policies of insurance to protect itself and any of its directors, officers or
employees. The registrant has an insurance policy covering its directors and
officers against certain personal liability, which may include liabilities under
the Securities Act of 1933 as amended.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
4.1 Certificate of Incorporation of the Registrant (incorporated by
reference to Exhibit 4.1(i)(a) to the Registrant's Form S-8 (File No.
333-85113), filed August 13, 1999).
4.2 Restated By-Laws of the Registrant (incorporated by reference to
Exhibit 3.2 to Registrant's Quarterly Report on Form 10-Q (File No.
0-14320), filed on May 14, 1998).
5 Opinion of Counsel regarding legality of securities.
23.1 Auditors' Consent.
23.2 Consent of Counsel (included in Exhibit 5).
24 Power of attorney.
ITEM 9. UNDERTAKINGS
A. Updating Disclosure
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers of sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement;
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(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.
B. Subsequent Exchange Act Documents.
The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
C. Indemnification.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer of controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Dallas, state of Texas.
UICI
By: /s/ GREGORY T. MUTZ
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Gregory T. Mutz,
President and Chief Executive Officer
Date: August 28, 2000
Pursuant to the requirements of Securities Act of 1933, this registration
statement has been signed below by the following persons in the capacities and
on the dates indicated.
SIGNATURE
RONALD L. JENSEN*
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Ronald L. Jensen,
Chairman of the Board and Director
August 28, 2000
/s/ GREGORY T. MUTZ
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Gregory T. Mutz,
President, Chief Executive Officer, Principal Financial
Officer and Director
August 28, 2000
/s/ CONNIE PALACIOS
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Maria Consuelo Palacios
Controller
(Chief Accounting Officer)
August 28, 2000
RICHARD T. MOCKLER*
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Richard T. Mockler,
Director
August 28, 2000
GEORGE H. LANE, III*
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George H. Lane, III,
Director
August 28, 2000
STUART D. BILTON*
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Stuart D. Bilton,
Director
August 28, 2000
PATRICK J. MCLAUGHLIN*
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Patrick J. McLaughlin,
Director
August 28, 2000
*By: /s/ GLENN W. REED
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Glenn W. Reed,
(Attorney-in-Fact)
August 28, 2000
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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4.1 Certificate of Incorporation of the Registrant (incorporated by
reference to Exhibit 4.1(i)(a) to the Registrant's Form S-8 (File
No. 333-85113), filed August 13, 1999).
4.2 Restated By-Laws of the Registrant (incorporated by reference to
Exhibit 3.2 to Registrant's Quarterly Report on Form 10-Q (File
No. 0-14320), filed on May 14, 1998).
5 Opinion of Counsel regarding legality of securities.
23.1 Auditors' Consent.
23.2 Consent of Counsel (included in Exhibit 5).
24 Power of attorney.
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